tracking-special-dividends-and-one-time-distributions — corporate actions and events

In December 2023, Costco announced a $15.00 per share special dividend—a one-time payout totaling $6.7 billion. Shareholders who owned 100 shares received $1,500 in cash, no action required. But here's what most investors didn't anticipate: their option contracts got adjusted, their cost basis changed for tax purposes, and the stock price dropped by roughly the dividend amount on the ex-date.

Special dividends aren't free money. They're complex corporate actions with tax implications, option mechanics, and portfolio positioning considerations that regular quarterly dividends don't trigger. Understanding the mechanics lets you capture the full benefit—instead of being surprised by the consequences.

What Makes a Dividend "Special" (The Legal Distinction)

Not every large dividend qualifies as "special" from a regulatory and options-adjustment perspective. The distinction matters because special dividends trigger option strike adjustments, while ordinary dividends don't.

Special dividend characteristics:

Declared separately from regular dividend schedule
Often significantly larger than regular quarterly payment
Typically labeled "special" or "extra" in press release
May result from asset sale, litigation settlement, excess cash accumulation, or business wind-down

The threshold: For options purposes, the OCC (Options Clearing Corporation) generally adjusts strike prices for cash dividends exceeding $0.125 per contract (which translates to $12.50 per 100 shares). Below this threshold, no adjustment. Above it, strike prices are reduced by the special dividend amount.

The practical point: if you hold options on a stock declaring a special dividend, your contracts will change. If you're short options, your obligations change. Neither is inherently good or bad—but being surprised is always bad.

The Costco Case Study (Anatomy of a $6.7 Billion Return)

Let's trace exactly what happened with Costco's December 2023 special dividend.

Timeline:

Announcement date: December 2023
Record date: December 28, 2023
Payment date: January 12, 2024
Amount: $15.00 per share

If you owned 100 shares:

Pre-dividend position: 100 shares × ~$660 = ~$66,000 market value
Special dividend received: 100 × $15 = $1,500 cash
Ex-dividend stock price: Dropped by approximately $15 (not exactly, but close)
Post-ex-dividend position: 100 shares × ~$645 = ~$64,500 + $1,500 cash = ~$66,000

Why you're not "richer" by $1,500: The cash came from Costco's balance sheet. The company is worth $6.7 billion less. Your ownership percentage is unchanged. The dividend converts company value to your wallet—it doesn't create new wealth.

Tax treatment: The $1,500 is taxable as dividend income in 2024 (year received). If you held long enough to meet the 61-day holding period requirement (within 121 days around the ex-dividend date), it qualifies for the 0%, 15%, or 20% qualified dividend rate. If not, it's taxed as ordinary income (up to 37%).

The Option Adjustment Mechanics (What Changes and Why)

Here's where most investors get blindsided. When Costco declared its $15 special dividend, all outstanding option contracts were adjusted.

What the OCC did:

Strike price reduction: Every strike price was reduced by $10 (yes, $10, not $15—special dividends over $12.50 trigger adjustment, but the exact adjustment follows OCC rules)
Contract deliverable: Unchanged at 100 shares per contract
Expiration dates: Unchanged

Example:

Pre-dividend: You own 1 COST $650 call option
Post-adjustment: You now own 1 COST $640 call option (adjusted strike)
The option's economic exposure is preserved—you're not suddenly better or worse off

Why this matters for option sellers:

If you sold a $660 put expecting the stock to stay above that level, your strike became $650 after adjustment. That's more likely to be breached, not less. You didn't get compensated for the stock drop because the strike moved down with it.

The trap: Some brokers display adjusted options with a "1" suffix (like COST1 instead of COST). If you don't realize your contract has been adjusted, you might misread your position or place incompatible orders.

The practical antidote: Check OCC announcements before any special dividend ex-date if you hold options. Know exactly how your contracts will change.

Return of Capital vs. Dividend (The Tax Distinction That Saves Money)

Not all special distributions are taxable dividends. Some are classified as "return of capital" (ROC), which has completely different tax treatment.

Return of capital:

Not taxable when received
Reduces your cost basis in the stock
Only taxable when basis reaches zero (then taxed as capital gain)

How to tell the difference: Check Form 1099-DIV:

Box 1a: Total ordinary dividends (taxable)
Box 1b: Qualified dividends (lower tax rate)
Box 3: Nondividend distributions (return of capital)

Why companies pay ROC instead of dividends:

REITs commonly return capital when distributions exceed taxable income
MLPs frequently have ROC components
Liquidating distributions are typically ROC
Excess distributions from certain fund structures

Example: You own 100 shares of a REIT with $1,000 basis. It pays a $200 "distribution" classified as ROC.

Tax this year: $0
New basis: $1,000 - $200 = $800
When you sell at $1,200: Gain is $1,200 - $800 = $400 (not $200)

The point is: ROC isn't tax-free—it's tax-deferred. You pay later, on sale, at capital gains rates. But the deferral has real present value, and many investors miss it entirely by not reading their 1099-DIV carefully.

The Ex-Dividend Date Under T+1 (New Rules Since May 2024)

Since T+1 settlement took effect on May 28, 2024, the relationship between ex-dividend date and record date has changed.

Old rules (T+2): Ex-date was 1 business day before record date. You could buy on the day before record date and still receive the dividend.

New rules (T+1): Ex-date now equals the record date. You must purchase shares at least 1 business day before the ex-date to receive the dividend.

Why this matters for special dividends: With large one-time payouts, even a single day's confusion costs real money. Missing a $15 special dividend because you bought on the wrong day is an expensive mistake.

Calendar math:

Special dividend record date: December 28 (Thursday)
Ex-dividend date: December 28 (same day under T+1)
Last day to buy and receive dividend: December 27 (Wednesday)
If you buy December 28 or later: No special dividend for you

The practical takeaway: Don't assume you know ex-dividend mechanics from pre-2024 experience. The rules changed. Calendar your purchases based on T+1 settlement.

Dividend Capture Strategy (Why It Usually Doesn't Work)

Some investors try to "capture" special dividends by buying just before ex-date and selling just after—pocketing the dividend as profit.

Why the math fails:

Stock price drops by approximately the dividend amount on ex-date
You receive dividend but lose roughly equivalent stock value
Short-term holding creates ordinary income tax (up to 37%)
Transaction costs (bid-ask spreads, commissions) erode any remaining edge

Example:

Buy 100 shares at $660 on December 27
Receive $1,500 special dividend
Sell 100 shares at ~$645 on December 29
Stock loss: (660 - 645) × 100 = $1,500
Dividend received: $1,500
Gross result: $0 (before tax)
Tax on dividend (37% rate): -$555
Net result: -$555

The only scenario where capture "works":

You believe the stock will rise post-ex-date regardless of dividend
You were going to buy anyway; timing around dividend is incidental
You hold long enough for qualified dividend treatment

The durable lesson: special dividends aren't arbitrage opportunities. The market prices them efficiently. Don't buy stocks solely for dividend capture.

Corporate Motivations (Why Companies Pay Special Dividends)

Understanding why companies declare special dividends helps you predict future payouts.

Excess cash accumulation: Companies with strong cash flow and limited reinvestment opportunities return excess to shareholders. Costco, Apple, and Microsoft have all used special dividends when cash balances became "too high."

Asset sale proceeds: After selling a division or major asset, companies often distribute the proceeds rather than holding idle cash. Special dividend announces simultaneously with sale closing.

Litigation settlement: Companies receiving large legal settlements (tobacco litigation, patent disputes) may distribute windfall rather than hoard it.

Activist pressure: Investors like Carl Icahn frequently push for special dividends when they believe management is hoarding cash unproductively. A 13D filing demanding capital return often precedes special dividend announcement.

Tax optimization: Before anticipated tax law changes (like dividend rate increases), companies may accelerate special dividends to benefit shareholders at current rates.

Detection signal: Watch for companies with net cash positions exceeding 20% of market cap, declining reinvestment opportunities, or recent activist involvement. These are the highest-probability special dividend candidates.

Tracking Special Dividends (Information Sources)

You can't position for special dividends you don't know about. Here's where to find them:

For announced dividends:

SEC EDGAR: Form 8-K filings (Item 8.01 often covers dividend declarations)
Nasdaq dividend calendar: Comprehensive list with ex-dates
Yahoo Finance dividend calendar: Sortable by date
Company press releases: Usually announce 2-4 weeks before record date

For predicting future special dividends:

13D/13G filings: Activist positions often precede capital return demands
Earnings call transcripts: Listen for "returning excess capital to shareholders"
Balance sheet screening: Companies with high cash, low debt, limited capex needs

The workflow:

Screen for companies with excess cash positions
Monitor 8-K filings for those companies
Calendar ex-dates immediately upon announcement
Verify option adjustment announcements from OCC

Tax Planning Around Special Dividends

With large special dividends, tax planning matters more than with regular quarterly payouts.

Before the ex-date:

Verify holding period: Do you meet the 61-day requirement for qualified treatment?
Estimate tax impact: $15/share × 1,000 shares = $15,000 dividend income. At 37% vs. 15%, that's $5,550 vs. $2,250 in tax.
Consider selling before ex-date: If you planned to sell anyway, selling before ex-date avoids dividend income entirely. Stock price should be approximately dividend amount higher pre-ex.

After receiving the dividend:

Document tax treatment: Check Form 1099-DIV when issued to verify qualified vs. ordinary classification
Adjust cost basis for ROC: If any portion is return of capital, reduce your stock basis accordingly
Estimate quarterly payments: Large dividends may require increased estimated tax payments to avoid underpayment penalties

Account location matters: Special dividends in tax-advantaged accounts (IRA, 401k) have no immediate tax consequence. If you have the same position in taxable and tax-advantaged accounts, the taxable account receives the same dividend but triggers current-year tax.

Checklist: Managing Any Special Dividend

Upon Announcement

Confirm ex-date and record date (remember T+1: they're now the same)
Verify you'll own shares as of the day before ex-date
Check if you meet 61-day holding period for qualified treatment
Review any option positions for upcoming adjustment

If You Hold Options

Check OCC announcement for exact adjustment terms
Update your records with adjusted strike prices
Verify your broker displays adjusted contracts correctly
Reassess position economics post-adjustment

After Receiving Payment

Document amount received for tax records
Watch for Form 1099-DIV (January/February following payment year)
Check Box 3 for any return of capital classification
Adjust cost basis if any ROC component exists

Next Step (Put This Into Practice)

Audit your portfolio for upcoming special dividend candidates.

How to do it:

List your holdings with net cash positions (cash minus debt)
Calculate cash as percentage of market cap for each
Flag any position where cash exceeds 15-20% of market cap
Monitor those companies' 8-K filings for dividend declarations

Interpretation:

Cash >20% of market cap + activist involvement: High probability of special dividend
Cash >15% + recent asset sale: Watch for distribution of proceeds
Cash >10% + management commentary on "returning capital": Moderate probability

Action: If you identify a likely special dividend candidate, verify your holding period will qualify for preferential tax treatment before the ex-date, and check your option positions for upcoming adjustments.

Tracking Special Dividends and One-Time Distributions: When Companies Return Windfall Cash